Common use of Conveyance of the Subsequent Mortgage Loans Clause in Contracts

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 3.05 and paragraphs (b) and (c) below in consideration of the Trustee's delivery on the relevant Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee, all of the Depositor's right, title and interest in and to any and all benefits accruing to the Depositor from the Subsequent Mortgage Loans (other than any principal and interest payments due thereon on or prior to the relevant Subsequent Cut-Off Date) which the Depositor will cause to be delivered to the Trustee therewith (and all substitutions therefor as provided by Sections 3.03, 3.04 and 3.06), together with the related Subsequent Mortgage Loan documents and the Depositor's interest in any Property and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). There shall be no more than three Subsequent Transfer Dates. The transfer of the Subsequent Mortgage Loans set forth on the Schedule of Mortgage Loans by the Seller to the Depositor and by the Depositor to the Trust shall be absolute and shall be intended by the Owners and all parties hereto to be treated as a sale by the Seller to the Depositor and by the Depositor to the Trust. Any Subsequent Mortgage Loan so transferred will be included in the related Mortgage Loan Group. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Depositor of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans (and all principal (including Prepayments collected) and interest due thereon subsequent to the Subsequent Cut-Off Date) and all other rights and interests with respect to such Subsequent Mortgage Loans transferred pursuant to a Subsequent Transfer Agreement shall be deemed for all purposes hereunder to be part of the Trust Estate. The Seller hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be transferred to the Depositor and by the Depositor to the Trust during the Funding Period to enable the Pre-Funded Amount with respect to each Group to be reduced to less than $100,000.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 3.05 Sections 3.5(b) and 3.5(i) with respect to the Subsequent Mortgage Loans and paragraphs (b), (c) and (cd) below (based on the Trustee's review of such conditions) in consideration of the Trustee's delivery on the relevant Subsequent Transfer Dates Date to or upon the order of the Depositor Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on each the Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee, all of the DepositorSeller's right, title and interest in and to any principal and all benefits accruing to the Depositor from interest (including prepaid interest) due on each Subsequent Mortgage Loan after the Subsequent Mortgage Loans Cut-Off Date (other than any payments of principal and interest payments due thereon on or prior to before the relevant Subsequent Cut-Off Date) which Subsequent Mortgage Loans shall have been approved by the Depositor will cause Certificate Insurer and which the Seller is causing to be delivered to the Trustee therewith with the related Subsequent Transfer Agreement (and all substitutions therefor as provided by Sections 3.033.3, 3.04 3.4 and 3.06), 3.6) together with the related Subsequent Mortgage Loan documents and the DepositorSeller's interest in any Property which secures a Subsequent Mortgage Loan but which is acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). There shall be no more than three Subsequent Transfer Dates. The transfer by the Seller of the Subsequent Mortgage Loans set forth on the related Schedule of Mortgage Loans by the Seller to the Depositor and by the Depositor to the Trust shall be absolute and shall be intended by the Owners and all parties hereto to be treated as a sale by the Seller to the Depositor and by the Depositor to the Trust. Any Subsequent Mortgage Loan so transferred will be included in the related Mortgage Loan Groupone (and only one) of either Group I or Group II. The amount released from the Pre-Funding Account shall be one-one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Depositor Seller of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans (and all principal (including Prepayments collected) and interest due thereon subsequent to the Subsequent Cut-Cut Off Date) and all other rights and interests with respect to such Subsequent Mortgage Loans transferred pursuant to a Subsequent Transfer Agreement shall be deemed for all purposes hereunder to be part of the Trust Estate. The Seller hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be transferred to the Depositor and by the Depositor to the Trust during the Funding Period to enable reduce the Pre-Funded Amount with respect to each Group to be reduced to less than $100,000100,000 for each Group.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 3.05 3.5 and paragraphs (b), (c) and (cd) below (based on the Trustee's review of such conditions) in consideration of the Trustee's delivery on the relevant Subsequent Transfer Dates Date to or upon the order of the Depositor Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on each the Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee, all of the DepositorSeller's right, title and interest in and to any principal and all benefits accruing to the Depositor from interest (including prepaid interest) due on each Subsequent Mortgage Loan after the Subsequent Mortgage Loans Cut-Off Date (other than any payments of principal and interest payments due thereon on or prior to before the relevant Subsequent Cut-Off Date) which Subsequent Mortgage Loans shall have been approved by the Depositor will cause Certificate Insurer and which the Seller is causing to be delivered to the Trustee therewith with the related Subsequent Transfer Agreement (and all substitutions therefor as provided by Sections 3.033.3, 3.04 3.4 and 3.06), 3.6) together with the related Subsequent Mortgage Loan documents and the DepositorSeller's interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). There shall be no more than three Subsequent Transfer Dates. The transfer by the Seller of the Subsequent Mortgage Loans set forth on the related Schedule of Mortgage Loans by the Seller to the Depositor and by the Depositor to the Trust shall be absolute and shall be intended by the Owners and all parties hereto to be treated as a sale by the Seller to the Depositor and by the Depositor to the Trust. Any Subsequent Mortgage Loan so transferred will be included in the related Mortgage Loan Groupone (and only one) of either Group I or Group II. The amount released from the Pre-Funding Account shall be one-one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Depositor Seller of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans (and all principal (including Prepayments collected) and interest due thereon subsequent to the Subsequent Cut-Cut Off Date) and all other rights and interests with respect to such Subsequent Mortgage Loans transferred pursuant to a Subsequent Transfer Agreement shall be deemed for all purposes hereunder to be part of the Trust Estate. The Seller hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be transferred to the Depositor and by the Depositor to the Trust during the Funding Period to enable reduce the Pre-Funded Amount with respect to each Group to be reduced to less than $100,000100,000 for each Group.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 3.05 and paragraphs (b) and (c) below in consideration of the Trustee's delivery on the relevant Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee, all of the Depositor's right, title and interest in and to any and all benefits accruing to the Depositor from the Subsequent Mortgage Loans (other than any principal and interest payments due received thereon on or prior to the relevant Subsequent Cut-Off Date) which the Depositor will cause to be delivered to the Trustee therewith (and all substitutions therefor as provided by Sections 3.03, 3.04 and 3.06), together with the related Subsequent Mortgage Loan documents and the Depositor's interest in any Property and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). There shall be no more than three Subsequent Transfer Dates. The transfer of the Subsequent Mortgage Loans set forth on the Schedule of Mortgage Loans by the Seller to the Depositor and by the Depositor to the Trust shall be absolute and shall be intended by the Owners and all parties hereto to be treated as a sale by the Seller to the Depositor and by the Depositor to the Trust. Any Subsequent Mortgage Loan so transferred will be included in the related Mortgage Loan Group. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Depositor of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans (and all principal (including Prepayments collected) collected and interest due accruing thereon subsequent to the Subsequent Cut-Off Date) and all other rights and interests with respect to such Subsequent Mortgage Loans transferred pursuant to a Subsequent Transfer Agreement shall be deemed for all purposes hereunder to be part of the Trust Estate. The Seller hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be transferred to the Depositor and by the Depositor to the Trust during the Funding Period to enable the Depositor to reduce the Pre-Funded Amount with respect to each Group to less than $100,000. The Depositor hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be reduced transferred to the Trust during the Funding Period to reduce the Pre- Funded Amount with respect to each Group to less than $100,000.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 3.05 Sections 3.6(b) and 3.6(i) with respect to the Subsequent Mortgage Loans and paragraphs (b), (c) and (cd) below (based on the Trustee's review of such conditions) in consideration of the Trustee's delivery on the relevant Subsequent Transfer Dates Date to or upon the order of the Depositor Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on each the Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee, all of the DepositorSeller's right, title and interest in and to any principal and all benefits accruing to the Depositor from interest (including prepaid interest) due on each Subsequent Mortgage Loan after the Subsequent Mortgage Loans Cut-Off Date (other than any payments of principal and interest payments due thereon on or prior to before the relevant Subsequent Cut-Off Date) which Subsequent Mortgage Loans shall have been approved by the Depositor will cause Certificate Insurer and which the Seller is causing to be delivered to the Trustee therewith Custodian, on behalf of the Trustee, with the related Subsequent Transfer Agreement (and all substitutions therefor as provided by Sections 3.033.4, 3.04 3.5 and 3.06), 3.7) together with the related Subsequent Mortgage Loan documents and the DepositorSeller's interest in any Property which secures a Subsequent Mortgage Loan but which is acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). There shall be no more than three On each Subsequent Transfer DatesDate, the Trustee agrees to cause the Custodian to execute and deliver to the Seller, the Servicer and the Certificate Insurer a certification substantially in the form annexed hereto as Exhibit E evidencing receipt of each Subsequent Mortgage Loan. The transfer by the Seller of the Subsequent Mortgage Loans set forth on the related Schedule of Mortgage Loans by the Seller to the Depositor and by the Depositor to the Trust shall be absolute and shall be intended by the Owners and all parties hereto to be treated as a sale by the Seller to the Depositor and by the Depositor to the Trust. Any Subsequent Mortgage Loan so transferred will be included in the related Mortgage Loan Groupone (and only one) of either Group I or Group II. The amount released from the Pre-Funding Account shall be one-one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Depositor Seller of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans (and all principal (including Prepayments collected) and interest due thereon subsequent to the Subsequent Cut-Cut Off Date) and all other rights and interests with respect to such Subsequent Mortgage Loans transferred pursuant to a Subsequent Transfer Agreement shall be deemed for all purposes hereunder to be part of the Trust Estate. The Seller hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be transferred to the Depositor and by the Depositor to the Trust during the Funding Period to enable reduce the Pre-Funded Amount with respect to each Group to be reduced to less than $100,000100,000 for each Group.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 3.05 3.5 and paragraphs (b), (c) and (cd) below (based on the Trustee's review of such conditions) in consideration of the Trustee's delivery on the relevant Subsequent Transfer Dates to or upon the order of the Depositor Company of all or a portion of the balance of funds in the Pre-Funding PreFunding Account, the Depositor Company shall on each any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee, all of the DepositorCompany's right, title and interest in and to any and all benefits accruing to each Subsequent Mortgage Loan listed on the Depositor from the Subsequent related Schedule of Mortgage Loans (other than any principal and interest payments due thereon on or prior to the relevant Subsequent Cut-Off Date) which the Depositor will cause Company is causing to be delivered to the Custodian, on behalf of the Trustee therewith herewith (and all substitutions therefor as provided by Sections 3.033.3, 3.04 3.4 and 3.06), 3.6) together with the related Subsequent Mortgage Loan documents and the DepositorCompany's interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). There shall be no more than three Subsequent Transfer Dates. The transfer by the Company of the Subsequent Mortgage Loans set forth on the related Schedule of Mortgage Loans by the Seller to the Depositor and by the Depositor to the Trust Trustee shall be absolute and shall be intended by the Owners and all parties hereto to be treated as a sale by the Seller to the Depositor and by the Depositor to the TrustCompany. Any Subsequent Mortgage Loan so transferred will be included in the related Mortgage Loan Groupone and only one of either Group I or Group II. The amount released from the Pre-Funding PreFunding Account shall be one-one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Depositor Company of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans (and all principal (including Prepayments collected) and interest due thereon subsequent to the Subsequent Cut-Cut Off Date) and all other rights and interests with respect to such Subsequent Mortgage Loans transferred pursuant to a Subsequent Transfer Agreement shall be deemed for all purposes hereunder to be part of the Trust Estate. The Seller Company hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be transferred to the Depositor and by the Depositor to the Trust during the Funding Period to enable reduce the Pre-Funded Amount with respect to each Group to be reduced to less than $100,000100,000 for each Group.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 3.05 3.5 and paragraphs (b), (c) and (cd) below (based on the Trustee's review of such conditions) in consideration of the Trustee's delivery on the relevant Subsequent Transfer Dates Date to or upon the order of the Depositor Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on each the Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee, all of the DepositorSeller's right, title and interest in and to any principal and all benefits accruing to the Depositor from interest (including prepaid interest) due on each Subsequent Mortgage Loan after the Subsequent Mortgage Loans Cut-Off Date (other than any payments of principal and interest payments due thereon on or prior to before the relevant Subsequent Cut-Off Date) which Subsequent Mortgage Loans shall have been approved by the Depositor will cause Certificate Insurer and which the Seller is causing to be delivered to the Trustee therewith herewith (and all substitutions therefor as provided by Sections 3.033.3, 3.04 3.4 and 3.06), 3.6) together with the related Subsequent Mortgage Loan documents and the DepositorSeller's interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). There shall be no more than three Subsequent Transfer Dates. The transfer by the Seller of the Subsequent Mortgage Loans set forth on the related Schedule of Mortgage Loans by the Seller to the Depositor and by the Depositor to the Trust shall be absolute and shall be intended by the Owners and all parties hereto to be treated as a sale by the Seller to the Depositor and by the Depositor to the Trust. Any Subsequent Mortgage Loan so transferred will be included in the related Mortgage Loan Groupone (and only one) of either Group I or Group II. The amount released from the Pre-Funding Account shall be one-one hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Depositor Seller of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans (and all principal (including Prepayments collected) and interest due thereon subsequent to the Subsequent Cut-Cut Off Date) and all other rights and interests with respect to such Subsequent Mortgage Loans transferred pursuant to a Subsequent Transfer Agreement shall be deemed for all purposes hereunder to be part of the Trust Estate. The Seller hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be transferred to the Depositor and by the Depositor to the Trust during the Funding Period to enable reduce the Pre-Funded Amount with respect to each Group to be reduced to less than $100,000100,000 for each Group.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 3.05 2.05 and paragraphs (b), (c) and (cd) below (based on the Custodian's review of such conditions) in consideration of the TrusteeIssuer's delivery on the relevant Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall indirectly (through the Depositor), on each any Subsequent Transfer Date Date, sell, transfer, assign, set over and otherwise convey without recourse, to the TrusteeIssuer, and the Issuer shall purchase all of the DepositorSeller's right, title and interest in and to any and all benefits accruing to the Depositor Seller from the Subsequent Mortgage Loans (other than any principal and interest payments due thereon on or prior to the relevant Subsequent Cut-Off Date) which the Depositor will cause Seller is causing to be delivered to the Custodian, on behalf of the Indenture Trustee therewith herewith (and all substitutions therefor as provided by Sections 3.03Section 2.03, 3.04 2.04 and 3.062.06), together with the related Subsequent Mortgage Loan documents and the DepositorSeller's interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). There Notwithstanding anything to the contrary herein, there shall be no more than three Subsequent Transfer DatesDates during the Funding Period. The transfer of the Subsequent Mortgage Loans set forth on the related Schedule of Mortgage Loans by the Seller to the Depositor and by the Depositor to the Trust Issuer shall be absolute and shall be intended by the Owners and all parties hereto to be treated as a sale by the Seller to the Depositor and by the Depositor to the Trust. Any Subsequent Mortgage Loan so transferred will be included in the related Mortgage Loan GroupIssuer. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Depositor Seller of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans (and all principal (including Prepayments collected) and interest due thereon subsequent to the Subsequent Cut-Off Date) and all other rights and interests with respect to such Subsequent Mortgage Loans transferred pursuant to a Subsequent Transfer Agreement shall be deemed for all purposes hereunder to be part of the Trust Estate. The Seller hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be transferred to the Depositor and by the Depositor to the Trust during the Funding Period to enable the Pre-Funded Amount with respect to each Group to be reduced to less than $100,000.

Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 3.05 and paragraphs (b) and (c) below in consideration of the Trustee's delivery on the relevant Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee, all of the Depositor's right, title and interest in and to any and all benefits accruing to the Depositor from the Subsequent Mortgage Loans (other than any principal and interest payments due thereon on or prior to the relevant Subsequent Cut-Cut- Off Date) which the Depositor will cause to be delivered to the Trustee therewith (and all substitutions therefor as provided by Sections 3.03, 3.04 and 3.06), together with the related Subsequent Mortgage Loan documents and the Depositor's interest in any Property and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). There shall be no more than three Subsequent Transfer Dates. The transfer of the Subsequent Mortgage Loans set forth on the Schedule of Mortgage Loans by the Seller to the Depositor and by the Depositor to the Trust shall be absolute and shall be intended by the Owners and all parties hereto to be treated as a sale by the Seller to the Depositor and by the Depositor to the Trust. Any Subsequent Mortgage Loan so transferred will be included in the related Mortgage Loan Group. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred. Upon the transfer by the Depositor of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans (and all principal (including Prepayments collected) and interest due thereon subsequent to the Subsequent Cut-Off Date) and all other rights and interests with respect to such Subsequent Mortgage Loans transferred pursuant to a Subsequent Transfer Agreement shall be deemed for all purposes hereunder to be part of the Trust Estate. The Seller hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be transferred to the Depositor and by the Depositor to the Trust during the Funding Period to enable the Depositor to reduce the Pre-Funded Amount with respect to each Group to be reduced to less than $100,000.. The Depositor hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of